REGISTERED COMPANY"14UM8ER: 02704749 (England and Wales) REGISTERED CHARfTY NUM8ER: 1010902 THE MeRCHANfs MOUSE (MARLBOROUGH) TRUST AUDrrED FINANCIAL sfATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 1111 *A83A4JDP* 0410512022 COMPANIES HOUSE ThE MÉRCHA14fs IIOUSE (MARLBOROVGH) TRUST CONTENTS OF THE FINANCIAL sfATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 Report of the Trustees I to 5 Report of the Independent Audltors 6 to 9 Statement of.Flnancial Artivities io SLitement of Flnandal Posltlon li Notes to the Finanu•l Statements 12 to 21 THE MERCHANT'S HOUSE (MARLBOROVGH) TRUST (REGISTERED NUMBER: 02704749) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2021 The trustees who are also d1￿ctOrS of the tharity for the purposes of the Companies Act 2006. present their report with the financièl statements of the charlty for the year ended 31 December 2020. The trustees have adopted the provislons of Accounting and Reporting by Charttées: Statement of Recommended Practlce applicable to charities preparing th&r accounts in accordance with the Finanoil Reportong Standard applicable in the UK and Republic of Ireland (FRS 102) (effe¢ti¥e l january 2015)- OBJEcfIvES AND AcrzvrrI£s Objectives and alms Objects The objects of the Trust are to preserve architerturnl and constructional heritage buildings. and to educate by exhibiting buildings and objetts. Aims The prlnclpal aLlivSty and alm of the company contlnued to be that of a charitable trust whose objectlve is the renovation of the town house and shop built by silk Merchant Thomas 8ayly following the 'Great Fire of Marlborough of 1653. The House is fumished to an interpretatbon Oate of 1675 and Is open as a visitor attraction. In 2018. the Marll)orough Museum was opned in part of the house and it dlsplays the Marlb¢rough collertion. comprising local artefacts and docvrnents. A library and archive collection have been e5tsblished and a resource centre will be set up in due course. The Trust occupres the Trust property at 132 High St￿et. Marlborough under a lease from Marlborough Town Covncll. The lease was renewed for a further seven years from 30 March 2019. The Trust also owns the freeholds of 133 High street and The Old Print Works. Strategies The￿ is a number of proJeL1s connerted with cowrvatFon. restoration and development of the House and its environs which a￿ considered to be desirable by the trustees. However, Implementing these depends upon identifying relevant sources of funding for each proj.ect and active steps have been. and will contirtue to be, tsken to achleve successful applications to varioLJS grnnt-giwng institutions and individuals. A structured committee sysrem has been established with a view to the more effiaent fijnttioning of 5trategyi policy ant1 management. Conservation As far as 132 Hlgh Street Is concemed, the vast majortty of the main Merchant's House building has now been rest0￿d. A ￿port prepared during 2019 revealed that there is a slgniflcant backlog of maintenano and conservation work required to the various buildings. Work to remedy this stèrted on thi5 in 2021 with a total spend of approximately É75.000 in the year. A fvndraisin9 appeal has 1)een launched for the completlon of this Jnd further pha5e5 of the building repairs. The Museum Unfortunately* the openlng of the Museum was p￿vented by the Coronavirus pandemlc In 2020 and 2021. Plans to restrtjrtu￿ the committee that mènages the Museum took platr so as to attract more hJnding and visltors when it opens in March 2022. The Collertlons In 2020 there were additions costing £773 were made to thÈ Collertion5. Coronavlru$ Pandemi¢ Activities in 2021 were again greatly Ilmited by the Coronavirus pandemic. Thi5 ￿$VIted in the c105ure of the Merchant's House Shop for part of the year and there were fewer tours arKI event5 in the Trust. Events were moved online where ￿$SIble. Page I THE MERCHANTS HOUSE (MARLBOROUGH) TRUST (ReGisfERED NUMBER: 02704749) REPORT OF THE TRusfEES FOR THE YEAR ENDED 31 DECEMBER 2021 OBJECTIVES Af4D AcrIvmES Volunteers We are fortunate to have some 50 voluftteers who nomialjy contribLtte around 150 hours of activity per week in all aspects of the Trust and its trading subsidiary's work. CovTrd-19 and lockdown prevented many of our volunteers from attending but we kept them updated neW￿etter5 throughout the year and we hope that most will return in 2022. The pandemic meant that there were a redU￿d number of volunteers who led guided tours artd worked in the shop. The house opened ts guided tours and vFsits in Juty 2021. an(1 although visitor numbers were limited due to Covid-19, a pool of 6 volunteeTS led thè tours until thÈ house ¢losed for tours in Ortober 2021. In addEtion to guided tours. volunteers continued to work in the shop. although volunteer numbers fell 'from 30 to 10. Alongside tours and the shop. volunteer5 continued their work the trust office, garden, museum, arthives, ¢leanin9 and the sewing project. VI￿torS 224 people vlsited the house for tours from when the house opened in July to when ir closed in October. The covid restrictions meant that the planned 9roups tour5 were either cancelled or postponed until.2022. Events Our total net income from events was £3.943 - induding a successful Open Gardens event and a Study Day pmgramme via Zoom. We are planning a more ambitlous programme for 2022. Ed￿￿tIOn There We￿ 4 visits from scho￿$ in July 2021. altlwugh the covid restsirtlons mean that many planned vlslts We￿ Can￿lled. Patrons and Trustees Lady Sykes agreed to become a patron of the Trust in 2021. Alison Galvin-wright continued as Chair of the Trust. Jane Nicholson who had been a Trustee for some 23 years ￿tIred. Kim Wakeham resigne£l as a Trustee but took up the vacant post as Trust Manager and Company Secretary. Ted" Hixotks was appointed as a Trustee. FINANCIAL REWIEW Financial Review Fundraising Helped by the 30th Annlversary Appeal. dofiations and grants totalled £43.128 (2020 - £13,468). The Trust re￿1ve￿ Govemment Coronaviru5 related giarts of £14.143. Trading Company The Shop was closed ft>r nearfy three months of the year, but Mth the help of government grants of £3,646, it èchieved a profit of £55.267. As usual. all of this profit was given to the Trust. Reserves pollcy The Trustees seek to ensure that the level of reserves is at least equivalent to the liabilities of the Trust at any point in time so that, combined with the current incoming resources of the current year, the Trnst's activities may continue for a further period of twelve months. At 31 D￿rnber 2021 the Trustees consider that the level of reserves is satisfactory. The Trust's Designated Resetve Fund exists in order better to reflect the long-term financlal plans and aspirations of the Trust. Further details of the fvnd are Shown at note 13 to the finanLi•l statement5, and various elements of the Designated Fund are added to each year as funds permit. É43.346 of the Designated Fund was used in the year. but £38,000 was added to it. That part of the Designated Reserve Fund, which is not reP￿Sented by the Trust's freehold property assets. subsldlary company Investment and Restricted Funds, Is held in.a separate bank deposit account. Pa9e 2 THE MERCHANT'S HOUSE (MARLKIROUGM) TRUST (REGISTERED NUMBER: 02704749) REPORT OF THE TRusfEES FOR THE YEAR ENDED 31 DECEMBER 2021 FUTURE PLANS The Trustees, plons for 2022 indude fvrther rnajor bvllding ￿pair work, supporting the 30th Annrversary Fundraising Appeal, Ehe Marlborough Museum in conjunttion with Marfborough Town Council and Marlborough History Society, and continulng the fundraising campaign for the ￿$toratiOn and lurnishing of the last remalning parts of the building. It Is also intended to increase the membership and to promote edL4cational and other events to give a greater appreciation of history and the built hedtage. A full list of events is planned for 2022. sTrucruRE, GOVERNANCE AND MANAGEMENT Governance The company 15 a re91ste￿d charity {no. 1010902) and is limited by guarantee of £1 from each of its members. It is governed by its MemoTrndum of Assooatlon and Artides of Assooation. Trusteès are appointed for a three-year term at the end of whith they may be ￿aPpoInted by resolution at the Annual General Meeting of the company. By agreement with the Marlborctugh Town Council, the uuncil has the rfght to appolnt two seryfjng councillors as representatives of the council on the board of trustees. Potential new trustees are met prior to election to erwjre they are sympathetic to the aims of the trust and can contribute towarLls achieving those aims. Management The board of trustees hold the primary responsibility for management of the TrL￿VS affaits and for the achievement of the Trust's charitable objectlves. Day to day operations are supervised by the Trust Manager who is assistsd by a large group of volunteers Structure A wholly owned subsidiary company. The Merchant's House Trading IMarfl>)rough) Lirnited. operates a gift shop on the premises and donates its annual profits to the Trust. The trading company is managed by a sepaote Boaro of Direttors. Rlsk The tnjstees remain aware of the need to manage the commitments that have been made to administer the charity and to pursue the Trust's charitsble objectives from funds whith. in keeping wtth the nature of charitable funding generally. are susceptible to ftuttuation and capable of inconsistency. These characterlsti¢s are not compatible with certain categories of Trust expenditure. In order to tsalan￿ thè Trust's incoming re50urce5 with its annual expenditu￿. the tnjstees operate a system of bud9etary control and Strategic management meetrngs are held on a regular ba&s. The board of trustees continuously review major risks assoaated with the Trust's artlwlties. Any risks identified are monitored and controlled by establishing procedures. REFERENCE A14D ADMINISTrAnvE DEfAILS Registered Company number 02704749 {Erv4land and Wales) Reglstered Charlty number 1010902 Reglstered offlce The Merchant's House 132 High Street MARLBOROUGH Wiltshire SN8 IHN Page 3 THE MERCHAKf's HOUSE (MARLBOROUGH) TRUST (REGIMRED NUMBER: 02704749) REPORT OF THE TRUSfEES FOR ThE YEAR EIIDED 31 DECEMBER 2021 Trustees AJHCohen A M Galvin-wright C G Goodfellow 8 J Nicholson (resigned 16.12.21) MJHall ARWRoss C J Wakeham (resigned 31.7.21) A Wilson {resigned 14.4.21) E J Cooper {resigned 13.7.21) V J Hillier (appointed 8.7.21) (resigned 19.1.22) J S Hiscocks {appointed 3. 12.21) J Sheppard (appointed 19.1.22) Company Secretary S K Fairfax-Ross (resgned 25.05.2021) C J Wakeham {appolnted 31.07.2021) Audltors Morris Owen Statutory Auditors 43-45 Devizes Road SWINDQN Wiltshi SNI 48G STATEMENT OF TRUSTEES. RESPONSI8lLrnES The trustees (who are also the directors of The Merchanvs HoL￿e (Marlborough) Trust for the purposes of company law) are ￿pOnsIble for preparing the Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards {United Kingdom Generally Accepted Accounting Prattice) including Finanaal Reporting Standard 102 Yhe Financial Reporting Standard applicable in the UK and Republic of IrelarKJ- Company law requlres the trustees to prepare financial statements for each flnanool year whlch glve a true and fair view of the state of affairs of the charltable company and of the incorning resources and application of resource5. induding the income and expenditure. of the charitable company for that perrod. In preparin9 those financial statements, the trustees are required to selett suitable accountlng pollcles and then apply them consistently* observe the methods and principles in the Charity 50RP: make Judgements and estimates that are reasonable and prudent.. prepa￿ the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company wlll continue in business. The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy t any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Art 2006. They are also responsible for safeguarding the assets of the charitable company and hen￿ for taking reasonable steps for the prevention and detettion of fraud and other irre9ulartties. srATEMENT AS TO DISCLOSURE OF INFOR14AT1014 TO AUDrroRS So far as the trustees are aware, there is no relevant Tnfomiation (a5 define(I by Sertion 418 of the Companies Act 2006) of which the Charitable company's auditors are unaware, and eath trustee has taken all the step5 that they ought to have taken as a trustee in order to make them aware of any auoit informatlOA an¢J to establlsh that the charitable company's auditors are aware of that infomation. Page 4 THE MERCHANT'S HOUSE (MARLBO'ROUGH) TRusf (REGISTERED NUMBER: 02704749) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 DECEMBER 2021 AUDITORS The auditors. Morris Owen, were appointed durin9 the year and will be proposeLI for ￿-aPpoIntMent at the forthcoming Annual General Meets"ng. Approved by order of the board of trustees on 20 April 2022.and slgned on Its behalf bv.. A M Galvin-wright - Trustee Page 5 REPORT OF ThE ItIOEPENDEf¥f AUOZTORS TO ThE MEMBERS OF THE MERCHANT'S HOUSE (MARLBOROUGH) TRusr Opinion We have oudlted the finanaal statements of The Merchanys House (Marlborough) Trust {the 'charitable company,) for the year ended 31 December 2021 which comprise the Statement of Financial Activities. the ststement of Financial Position and r￿te5 to the financial statements. Induding a summary of significant accounting polioes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdorn Accounting Standards (United Kingdom Generally Accepted Attounting Practice), Includln9 Financial Reportlng Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.. In our opinion the fFnan¢ial ststements: give a true and falr view of the state of the tharitable company's affairs as at 31 Decernber 2021 and of its incomin9 resources and application of re￿￿rte5, induding its income and expendlture. for the year then have been properfy prepared in accordance with United Kingdorn Generally Accepted Accountlng Prattice, including Financial Reporting Standard 102 The Fjnancial Reporb"ng Standard applicable in the UK and Republlc of Ireland.; and have been prepared in acwrdance with the reqUireM￿ts of the Companies Art 2006. 8asls for oplnlon We conducted our audlt In accordan￿ with Intemational Standards on Audlting (UK) {ISAs (UK)) and applicable law. Our responsibilittes under those standards are further described in the Auditors, responsibilities for the audit of the financiol statements settion of our report. We are independent of the charitable company in accordance with the ethical ￿quIrements that are relevant to our audit of the financial statements in the VK. including the FRC'S Ethical Standard. and we have fvlfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we fiave obtained is sufficlent and appropriate to provide a basis for our opinion. Condusions relating to going c¢￿ern In auditing the financsal statements. we have conduded that the trustees. use of the going concem basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have perfornied. we have I￿t identified any rnaterial uncertalnties relating to events or condltions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concem for a period of at least twelve months from when the financial statements arè authortsed for issue. Our responsÈbilitles and the ￿SponSIbl1it5es of the trustees w]th ￿SpeCt to 90ing concem are described in the relevant 5ection5 of this report. Other Inf¢7rniation The trustees are responslble for tre other inforniatiors. The other Information comprÉ5es the infomation included In the Annual Rewrt. other than the financial statements and our Report of the Independent Auditors thereon. Our opinion on the financial statements does ¢￿t cover the other infomiation and, except to the extent otherwise expli¢ttly stated our report. we do not exp￿SS any form of assurance condusion thereon. In connection with our audit of the financial statements, our ￿SpOnSIbIlity is to the other infomation and, in doing $0. consider whether the other infomiation 15 materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If v identify such material inconsistencies or apparent material misstatements, we are required to detemiine hether this gives rise to a material misstatement in the fin6noal staternents themselves. If, based on the work we have perfomied. we conclude that there is a material misstatement of thts other information. we ore requ1￿0 to report that fart. We have nothing to report in this regan1. Page 6 REPORT OF THE INDEPEMDEPn AUOITORS TO THE MEMBERS OF THE MERCHANT'S HOUSE (MARL80ROUGH) TRUST Opinlon5 on other nwtters prescribed by the Companles Art 2006 In our opinion, based on the work undertsken in the course of the audit= the infomation given in the Report of the Trustees for the finanaal year for which the financial 5tstements are prepared is consistent with the finanoal statements- and the Report of the Trustees has been pTrpa￿d in accordance with applicable tegal requlrements. Matterya on which we are requlred to report by exception In the light of the knowledge and understanding of the charitable company and its environment obtsined in the course of the audit. we have not identified rnaterial misstatements in the Report of the Trustee5. We I￿Ve nothing tr* report in respect of the followin9 matters where the Companies Att 2006 requires us to report to you if. in our opinFOn= adequate attountin9 records have not been kept or returns adequate for our audit have not been received from branches not visited by us. or the financial statements are not in agreement with the accounting ffcords and retums; or certain disclosures of trustees. ￿muneratIon specified by law a￿ not made. or we have not received all the infomiation and explanations we require for our audit- or the trustees werÈ not entitled to take advantage of the small companies exemption from the reqU1￿ment lo prepare a Strdteglc Report or in preparing the Report of the Trustees. Responsibilities of trustees As explained more fully in the Statement of Trustees. Responslbilltie5. the tnjstees {who a￿ also the dlrectors of the charttable company for the purpose5 of cornpany law) are responsible for the p￿Paration of the finanaal statements and for being satisfied that they give a trne and fair view. and for such intemal control as the trustees determine is necessary to enable the preparats.on of financial 5tafrments that are free from material misstatement. whether due to fraud or em)r. In p￿paring the finanaal statements, the trustees are responsible for assessing the charltable company's abllity to continue as a goin9 ¢oncem, disclosing. as applicable. matter5 related to going con￿rn and using the going concern basis of accounting unless the trustees either intend to liquidale the charitable comparsy or to cease operations, or have no realistic alternatlve but to do so. Our regponsibllities for the audlt of the flnanclal statements Our objertbves are to obtain reasonable assurance about whether the financÉal statements as a whole are free from material misstatement. whether due to fvaud or error, and to issue a Report of the Endependent Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAS (UK) will alway5 detect a rnatenal mi55tatement when it exists. MIs5tatements can arise from fraud or error and are Conside￿ material if. individually or in the aggregate, they could reasonably be expectenvention, with the ex￿ptIOn of investments which are included at market value. The ftnancial Statements a￿ p￿pa￿d on a 90ing concem basis under the historical cost conventlon, modtfied to Indude certaln items at fair value. The financial Statements are prepared in 5terting which is the functional CLmncy of the charity and rounded to the nearest pound. There are no significant areas of judgements or key souros of estimation uncertsinty. The trustees Consider that theTr are no material uncertainties about the Charity'5 ablllty to continue a5 a going concern. Legal status of the Charity The charity is a company limited by guarartee and has no Sha￿ capitsl. In event of the charity being wound up. the Ilablllty in respett of the guarantee is Ilmited to £1 per member of the charlty. Finaneial reporting standard 102- reduced dlxlosure exemptions The charity has taken exemption from preparing a cash flow statement under the charities SORP {FRS 102) Update Bulletln I Issued on 2 Febrwary 2016. as the chartty constitutes a small charity. Preparatlon of consolldated flnancial statements The CoM￿nY has taken advantage of the exemptTrons prowded not to prepare group accounts. The trustees do not consider the cost of preparing cortsolidated accounts justifiable. Income All income is recognised in the Statement of Financial ALtiwties On￿ the charity has entitlement to the funds. it is probable that the income will be received and the amount can be measured ￿lIablY. Expendityre abilities a￿ recognised as expenditure as ￿)Dn as there is a legal or constructive obligation committing the charity to that expenditure. it is probable that a transfer of ecortomlc benefits will be réouired in settlement and the amount of the obligation can be measured rEliably. Expenditure is accounted for on an accruals basis and has been dassified under headin9S that aggregate all cost lated to the category. Where costs cannot be direcuy attributed to parttcular headings they have been allocated to activ(tles on a basis conslstent with the use of resource5. Page l2 continued... ThE HER¢￿￿T's HOUSE (MARLBOROUGH) TRVST NOTES TO ThE FINANCIAL sfATEMENTS- contlnued FOR THE YEAR ENDED 31 DECEMBER 2021 ACCOUNTING POLICIES - continued Govemance Costs Governance costs indude costs of the p￿paratIOn and examinaiion of the statutory accounts, the cost of trustee meetlngs and the cost of any legal advice to trustees on governance or constitutional matters. Tanglble flxed assets Fixed a55ets are recon1ed at cost. Dep￿Clatt0￿ is prowded on tangible fixed assets so as to write off the cost or valuation. less any estimated re5i¢Jual value. over their exFerted u5efvl economlc Ilfe as follows: Museum Equipment Office & computer equipment Antiques & paintings Freehold propetty Improvement5 to leasehold property 6.67% straight line basis 20% straight line basis 20% Straight line basis See below 100% strabght line basls (see below) The trnstees consider that owing to the incomparable nature of the freehold property. it would be difficult to obtain a valuab.on under conventional valyation method5, Even if valuatlons could be obtained. the trustees consider that the costs would be onerous compared with tt)e additional benefits derived by users of the accounts. As such the freehold property Is being shown at cost and is not deprectsted. The company has a short temi lease of the property at 132 High Street and as a matter of policy writes off the expense of any improvements carried out on the building as incu￿ed. Taxation The charity is e¥empt from ¢orporatlon tsx on its rt￿rItal￿e activities. Fund accountlng Unrestrirted hjnds can be used In acCOrda￿e with the charitable objetttves at the d15cretlon of the trustees but some of those funds are deslgnated by the trustees for specific purposes. Restricted ftjnds can only be used for partfitylar restrirted purposes within the objerts of the charfty. Restrirtions arise when specified by the donor or when fvnds are raised for particular ￿StrItted purposes. Further explanation of the natu￿ #nd purpose of each fvnd is indude¢J in the notes ro the financial statements. Debtors Trade and other debtors a￿ ￿COgnised at the settlement amount due after any trade discount offered. Prepayrnents are valued at the amount prepaid net of any trade discounts due. Cash at bank and in hand Cash at bank and cash in hand includes cash and short temi highly liquid investments wtth a short maturity of th￿e months or less from the date of acquisition or opening of the deposit or slmllar account. CredltOfS Creditors are recognised where the charity has a present obl￿atIon resulting from a past event that will probably result in the transfer of fvnds to a third party and the amount due to settle the obligauon can be measured or estimated reliably. Credltors are nomially recognised at their settlement amount after allowing for any trade discounts due. Page 13 continued... The MERCMANfs HOUSE (MARLBOROVGH} TRUST NOTES TO ThE FINANCIAL sfATEMENTS - contlnued FOR THE YEAR ENDED 31 DECEMBER 2021 ACCOV14TING POLICIES- continued nan¢ial instruments Flnancial assets and liabilities a￿ recognised and carried at transaction price. the Trust havtng no 'financing' transaction5. For thFs purpose. financial assets are trade and other re￿1vableS, cash and bank balances and flnan¢ral Ilabilities are trade and other payables and loans. OTHER TRADING ACTIVTfJES 2021 2020 Fundraising events Admission fees Gift of shop profits 6,211 1,469 55,267 4,121 1,214 69,143 62.947 74,478 INVEsfMENT INCOME 2021 2020 Property rentsl Income Deposit account interest 43,252 19 45.268 176 43,271 45,444 NET INCOME/(EXPENDrnIRE) Net incomel{expenditure) 15 Stated after tharging/(crediting): 2021 2020 Auditors, ￿munerat(On Depreciation - owned assets 2,0¢)0 25,177 2,000 12.517 TRUSTEES. REMUNERATION AND BENEFITS There We￿ no tru5tees' remuneration or other beneffts for the year ended 31 De￿rnber 2021 nor for the year ended 31 December 2020. Included in other creditOT5 is an amount of £700 (2020 - £700) due to trustees. This is a loan to the Trust that is payable on demand. There were no trustees, expenses paid for the year ended 31 De￿rnber 2021 nor for the year ended 31 Deomber 2020. Page 14 continued... THE 14tRCHAtffS HOUSE (MARLBOROUGH) TRUST NOTES TO THE FZNANCTAL STATEMENTS - continued FOR THE YEAR ENDED 31 DECEMBER 2021 srAFF COSTS The average monthly number of employees OurirKJ the year was as follows: 2021 2020 Trust Manager & AdministratOf5 No emplgyees receive